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You are here: Announcement

Thursday 30 June, 2011


RNS Number : 5342J
Oryx International Growth Fund Ld
30 June 2011
 



 ORYX INTERNATIONAL GROWTH FUND LIMITED

 

FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2011

 

Corporate Summary

 

INVESTMENT OBJECTIVE

The investment objective of the Company is to seek to generate consistently high absolute returns whilst maintaining a low level of risk for Shareholders.

 

The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and United States. The Investment Manager targets companies that have fundamentally strong business models, but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.

 

STRUCTURE

The Company is an authorised closed-ended investment company incorporated in Guernsey on 2 December 1994. The Company's shares have been admitted to the Official List and to trading on the main market of the London Stock Exchange.  The issued capital during the year comprises the Company's Ordinary Shares.

 

INVESTMENT MANAGER & INVESTMENT ADVISER

The Investment manager and the Investment adviser during the period was North Atlantic Value LLP, a United Kingdom limited liability partnership incorporated under the Limited Partnerships Act 2000 (partnership number OC304213) and regulated by the Financial Services Authority.

 

 

 



DIRECTORS

 

NIGEL CAYZER (Chairman)

COLIN HANNAWAY

British

American

Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC and a non-executive director of Cayzer Continuation PCC Ltd.  He is also a director of a number of private companies.  He was Chairman of the Oriel Group PLC from 1989 until 1998, a non-executive director of Caledonia Investments PLC from 1986 until 2002, the Alliance Housing Bank SAOG from 1998 until 2006 and Chairman of the Oryx Fund Ltd from 1994 until 2004.

 

Colin Hannaway has over 13 years of experience in the financial services sector.  Mr Hannaway is currently an independent investor and financial advisor in the United States.  His prior professional experience includes senior roles in private equity, M&A and corporate finance with HSBC, Sterling Grace Corporation and J P Morgan Chase. 

 

Colin Hannaway resigned from the Board with effect from 31 December 2010.

SIDNEY CABESSA

CHRISTOPHER MILLS

French

British

Sidney Cabessa is Chairman of CIC Finance an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel. Mr Cabessa is a director of Nature et Decouvertes, International Metal Service, Nord Est, Club-Sagem, CIC Securities, CIC Capital Prive, Medias-Participation, HRA Pharma and North American Banks Fund Limited.

 

Christopher Mills is Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc, "NASCIT".  NASCIT is winner of numerous Micropal and S&P Investment Trust awards. 

 

WALID CHATILA

JOHN RADZIWILL

Canadian

British

Walid Chatila is a Certified Public Accountant (Texas 1984) and a Chartered Accountant (Ontario 1991). He is currently the General Manager of Al Nowais Investments LLC In Abu Dhabi, United Arab Emirates. From 1994 to 2006 he was the Finance Director of Emirates Holdings in Abu Dhabi and prior to that he worked in audit and has more than 11 years of international audit and special assignment experience in the Middle East and North America.

 

John Radziwill is currently a director of International Assets Holding Corp, Goldcrown Group Limited, Fourth Street Capital, Ltd (BVI), Fifth Street Capital,Ltd (BVI), PingTone Communications, Inc. and Vendor Safe Technologies LLC.

 

In the past five years, he has also served as a director of Baltimore Capital Plc, USA Micro Cap Value Co. Ltd, Acquisitor Plc, Acquisitor Holdings (Bermuda) Ltd and Lionheart Group Inc. Mr Radziwill is a member of the Bar of England and Wales.

 

RUPERT EVANS

JOHN GRACE

British

New Zealander

Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes).  He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges.  He is a Guernsey resident.

 

Mr Grace is a Director and Founder of Sterling Grace International Ltd.  Mr Grace is also Chairman of Trustees Executors Holdings Ltd, the premier and oldest New Zealand trust company established in 1882.  Mr Grace graduated from Georgetown University.  Mr Grace has served as a director of numerous public companies and charities. 

 

John Grace was appointed as a director on 8th March 2011.

 

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to report that this year has seen the portfolio outperforming the comparative indices with a rise of 21.9% as against 11.5% in the FTSE Small Cap Index.

 

As I said in my statement last year, our portfolio was affected by the crash and this result sees some of the value returning as confidence builds up and action by the managers to improve performance takes effect. The unquoted portfolio, which comprises 17.03% of the total, has a number of investments which are valued in such a basis that reflects the uncertainty of future realisations. The benefit of this will be seen when the realisations take place.

 

Using the powers granted at the last AGM to acquire shares, the company has acquired 1,945,054 shares during the year. The current discount is 20% and we will seek to renew these powers at the next AGM in order to continue management of the discount. In line with our policy, no dividend will be paid for the period. 

 

The current state of the economy makes any kind of prediction difficult. However your manager's style of active management should provide opportunities on both sides of the investment coin.  Decent businesses are still being sold for good albeit not silly prices and likewise, these difficult times can throw up opportunities to acquire interesting stakes at reasonable cost. We would therefore hope to see progress continue during the current year.

 

As at 30 April 2011, the Company was trading at a discount of 19.64%.

 

 

 

 

 

Nigel Cayzer

Chairman

30 June 2011

 

 

INVESTMENT ADVISER'S REPORT

 

During the year under review the net asset value per share of the Fund rose by 22.5%.  This compares with a rise in the FTSE Small Cap Index of 11.5% and a rise in the FTSE of 4.0%.

 

Income for the period amounted to £9,332,489 (2010: £12,238,319).  Consistent with our long term policy, the directors do not intend to pay a dividend in respect of the period end 31st March 2011.

 

During the year 1,945,054 shares were acquired for cancellation.  As the shares were acquired at a significant discount this has benefited all long term shareholders.

 

Quoted Portfolio:

The portfolio benefited from a significant number of takeovers during the period.  In particular Chrysalis, Castle Support Services, Inspired Gaming and Focus Solutions were all acquired at an average premium to the valuation as at 31st March 2010 of over 50%.

 

Against this the value of the holding in Assetco was sold at some 75% less than the 2010 valuations following very disappointing results.  New investments made during the period include GPG Group, CVS and IDOX.  Further details of these investments can be found in the list of our largest ten holdings.

 

Unquoted Portfolio:

One small new investment was made during the year - Capital Accumulation which owns the third largest provider of online brokerage services in the United Kingdom - Interactive Investor.  Trading since the shares were acquired has exceeded expectations and a write up was made at year end, reflecting a third party transaction.

 

During the year the large holding in Avanti Bond was realised at a substantial profit from cost, although it was necessary to write off the Assetco warrants.  The company's three largest investments Celsis, Bionostics and Orthoproducts all performed most satisfactorily, either achieving or exceeding budgets in all cases.  Significant amounts of debt were repaid and the average debt to EBITDA is now below 1.5x. 

 

It is anticipated that there will be a number of realisations in the unquoted portfolio in the current year which we are hopeful will be in excess of current valuations.

 

Conclusions:

The current year has started well and there has been a further improvement in the net asset value since the financial year end.

 

However, the broad economic background is extremely difficult - inflation is nearly 5% but salaries are growing much less rapidly and taxes are rising.  This is producing very considerable pressure on consumers' disposable income which will be further impacted by the inevitable rise in interest rates during the current year.  However, many of the businesses in which the Fund has invested have an international exposure which should mitigate against the weakness of the domestic UK economy.

 

The unquoted portfolio is also expected to see a number of realisations in the current year which should further assist the overall performance of the Fund.

 

In conclusion, your managers are not complacent about current economic difficulties but hope that through the active management of the portfolio to achieve a further rise in the net asset value over the coming financial year.

 

 

 

 

North Atlantic Value LLP

30 June 2011

 

 

TEN LARGEST EQUITY HOLDINGS

as at 31 March 2011

 

RPC Group Plc

Cost £2,908,900 (1,500,000 shares)

Market value £4,215,000 representing 7.54% of Net Asset Value

RPC is the largest company plastic packaging company in Europe. A new chairman has restructured the business and this will lead to a significant improvement in profitability over the next few years.  The company completed a major acquisition in early July and this has seen a significant re-rating of the shares which has continued into the current year.

 

BBA Aviation Plc

Cost £4,289,117 (1,900,000 shares)

Market value £3,858,900 representing 6.91% of Net Asset Value

BBA Aviation's principal business is Signature which is the leading provider of aviation support facilities for private jets throughout the world. The company has modest debt and is seeing good growth as the US in particular emerges from recession and business travel on private jets returns to historic level.

 

CVS Group Plc

Cost £3,635,969 (3,750,000 shares)

Market value £3,787,500 representing 6.78% of Net Asset Value

The company owns the largest chain of veterinary practice in the United Kingdom with a market share of circa 10%.  The shares were acquired on a price earning ratio of 7.

 

Guinness Peat Group Plc

Cost £3,570,376 (10,000,000 shares)

Market value £3,759,135 representing 6.73% of Net Asset Value

The company is an industrial conglomerate with its principal subsidiary being Coats - the world's largest manufacturer of thread.  The company is in the process of breaking itself up which we expect will lead to a 40% profit for the Trust.

 

IDOX Plc

Cost £2,307,611 (20,000,000 shares)

Market value £3,550,000 representing 6.35% of Net Asset Value

The company is the leading provider of property management database software to local authorities in the United Kingdom.  The shares were purchased on a modest price earning ratio and has performed very well since purchase.

 

Gleeson (M.J.) Group Plc

Cost £6,731,900 (3,125,000 shares)

Market value £3,328,128 representing 5.96% of Net Asset Value

Gleeson is a small builder with operations in the Midlands and North of England. The company has no debt and was modestly profitable for the six months ended December.

 

Quarto Group Inc

Cost £2,338,040 (1,940,000 shares)

Market value £2,813,000 representing 5.03% of Net Asset Value

The company is the world's largest publisher of 'coffee table' books, and a significant publisher of 'How to' books.  Both these segments appear to be more resilient than traditional publishing.  The shares currently trade on a modest price earnings of multiple of around 6.

 

Orthoproducts Limited

Cost £1,206,964 (319 shares)

Market value £2,791,250 representing 4.99% of Net Asset Value

Orthoplastics is one of two companies in the world capable of manufacturing advanced plastic materials to the orthopaedics industry. In addition the company is successful in rapidly growing plastic components for the same industry.  Recent results have been very good and the outlook of the business looks encouraging.

 

 

Augean

Cost £5,592,911 (10,600,000 shares)

Market value £2,703,000 representing 4.84% of Net Asset Value

Augean owns 60% of the hazard based landfill capacity in the United Kingdom.  Recent results have reflected a weakness in the construction industry.  However, the company is attempting to secure a license to bury low level nuclear waste which if successful could lead to a significant uplift to the share price.

 

GTL Resources Plc

Cost £2,171,204 (3,000,000 shares)

Market value £2,490,000 representing 4.46% of Net Asset Value

The company owns a 110 million gallon per annum ethanol facility in Rochelle Illinois.  Although the business is a commodity, there are reasons to believe that over the long term supply and demand will be broadly in balance and that 'crush' spreads will widen.

 

 

INVESTMENT SCHEDULE

as at 31 March 2011, expressed in £ sterling

 

 

Holding

Fair Value

Proportion of Net Assets



£

%

LISTED INVESTMENTS








Great Britain - Equities (75.46%, 2010: 72.15%)




Alkane Energy Plc

800,000

192,000

0.34

AT Communications

3,300,000

-

-

Augean Plc

10,600,000

2,703,000

4.84

Babble Net Group Plc

1,000,000

-

-

BBA Aviation Plc

1,900,000

3,858,900

6.91

Catalyst Media Group Plc

3,125,000

2,031,250

3.63

CVS Group Plc

3,750,000

3,787,500

6.78

DODS Group Plc

9,000,456

810,041

1.45

Eckoh Plc

3,700,000

277,500

0.50

Essenden Plc

1,600,000

368,000

0.66

Gleeson (M.J.) Group Plc

3,125,000

3,328,128

5.96

Green Co2 Plc

43,697,778

349,582

0.63

GTL Resources Plc

3,000,000

2,490,000

4.46

Guinness Peat Group Plc

10,000,000

3,759,135

6.73

IDOX Plc

20,000,000

3,550,000

6.35

Innovation Group Plc

11,000,000

1,760,000

3.15

IS Pharma Plc

2,750,000

2,310,000

4.14

Journey Group Plc

54,825,188

1,370,630

2.45

Mid-States Plc

426,852

7,470

0.01

National Milk Records Plc

120

-

-

Nationwide Accident Repair

800,000

792,000

1.42

Prime Focus London Plc

1,800,000

297,000

0.53

Quarto Group Inc

1,940,000

2,813,000

5.03

RPC Group Plc

1,500,000

4,215,000

7.54

Sinclair (William) Hldgs Plc

5,000

8,100

0.01

Vislink Plc

6,023,725

1,084,270

1.94



42,162,506

75.46





Netherlands - Equities (0.01%, 2010: Nil)




Cryo-Save Group NV

1,000

4,842

0.01



4,842

0.01





Great Britain - Fixed Interest (1.00%, 2010: 1.02%)




Essenden 0% 09-31/12/2049 Loan

1,600,000

560,000

1.00



560,000

1.00





Germany - Equities (3.97%, 2010: 4.74%)




Bavaria Industriekapital AG

180,000

2,219,800

3.97



2,219,800

3.97





USA - Equities (Nil, 2010: 0.01%)




Catalina Lighting Inc

46,200

43

-

ICarbon Corp

490,183

1,376

-



1,419

-

Total listed investments


44,948,567

80.44





UNLISTED INVESTMENTS








Great Britain - Warrants (Nil, 2010: 0.54%)




Asset Co Plc Wts Senior A 31/12/2049

1,089,324

-

-

Asset Co Plc Wts Senior B 31/12/2049

544,662

-

-

Journey Wts

1,578,718

-

-



-

-





Great Britain - Equities (9.91%, 2010: 7.98%)




AC Management Services Ltd

1,000

10

-

Asset Co Limited  Preference Shares

1,000,000

1,000,000

1.79

Capital Accumulation Limited

5,000

350,000

0.63

Celsis AG

594,276

982,453

1.75

Crucible Ordinary A

59,117

-

-

Crucible Preference

684,065

-

-

Gei Group Ltd B Shares

35,000

-

-

Indicant Equity Limited Ordinary Shares

11,642

231,941

0.42

Indicant Equity Limited Preference A Ordinary Shares

115,793

115,793

0.21

Indicant Equity Ltd Pref Shares

56,467

56,467

0.10

IPT Group CI A Shares

112,498

-

-

Orthoproducts Limited

319

2,791,250

5.00

Wembley Plc

100,000

7,000

0.01



5,534,914

9.91





USA - Equities (7.12%, 2010: 7.90%)




Bionostics Holdings Limited

3,000,000

1,310,077

2.34

Bionostics Holdings Limited Preference Shares

3,000,000

935,769

1.67

EOriginal Inc Series B Shares

12,513

-

-

Nastor Investments Limited Preference Shares

2,284,752

1,425,334

2.55

Tagos

500,000

311,923

0.56



3,983,103

7.12

USA - Warrants (Nil 2010: Nil)




EOriginal Inc Warrants

562

-

-

ICarbon Corp Warrants

245,092

-

-



-

-





Total unlisted investments


9,518,017

17.03





 

Total investments


54,466,584

97.47





Cash


880,745

1.57





Other net assets


534,566

0.96





Total net assets


55,881,895

100.00

 

 

DIRECTORS' REPORT

 

The Directors are pleased to present their Report and consolidated Financial Statements of the Company for the year ended 31 March 2011.

 

Business review

A review of the Company's activities is given in the Corporate Summary on page 2, the Chairman's statement on page 4 and the Investment Adviser's report on page 5.  This includes a review of the business of the Company and its principal activities, likely future developments of the business, dividends policy and details of the buyback of shares for cancellation during the year by the Company.  The Company's investment policy and its approach to achieving the investment policy and managing the associated risks are set out below and in note 19 to the Consolidated Financial Statements. The Key Performance Indicators for the Company including NAV performance, share price performance and benchmark performance are contained within the Chairman's statement and the Investment Adviser's report.

 

The current Directors, Messrs N Cayzer, S Cabessa, W Chatila, R Evans, C Hannaway (resigned on 31st December 2010), C Mills, J Radziwill and J Grace (appointed on 8th March 2011) were the only Directors in office during the year.

 

The Company does not make political donations or expenditures and has not made any donations for charitable purposes during the year and in common with other investment funds, the Company has no employees. Directors' and Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.

 

Investment policy

The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and United States. The Investment Manager targets companies that have fundamentally strong business models but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager.  Dividend income is a secondary consideration when making investment decisions.

 

Achieving the Investment Policy

The investment approach of the Investment Manager is characterised by a rigorous focus on research and financial analysis of potential investee companies so that a thorough understanding of their business models is gained prior to investment. Comprehensive due diligence, including one or more meetings with management as well as site visits, are standard procedure before shares are acquired.

 

Typically the portfolio will comprise of 40 to 60 holdings (but without restricting the Company from holding a more or less concentrated portfolio in the future).

 

The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company's investments, including any technique or instrument used to provide protection against exchange and credit risks).

 

The Investment Manager expects the Company's assets will normally be fully invested. However, during periods in which changes in economic conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market instruments.

 

A detailed description of the investment process and risk controls employed by the Manager is disclosed in Note 19 to the consolidated financial statements. A comprehensive analysis of the Company's portfolio is disclosed on pages 5 to 9 including a description of the ten largest equity investments.  At the year end the Company's portfolio consisted of 55 holdings. The top 10 holdings represented 59.58% of total net assets.

 

The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where and to the extent this is considered

appropriate to do so. Borrowings are short term and particular care is taken to ensure that any bank covenants

permit maximum flexibility of investment policy.

 

The Company may only make material changes to its investment policies with the approval of Shareholders (in the form of an ordinary resolution).

 

Investment Restrictions

The Company has adopted the following policies:

 

(a) it will not invest in securities carrying unlimited liability;

 

(b) short selling for the purpose of efficient portfolio management will be permitted provided that the aggregate value of the securities subject to a contract for sale that has not been settled and which are not owned by the Company shall not exceed 20 per cent. of the Net Asset Value; in addition, the Company may engage in uncollateralised stock lending on normal commercial terms with counterparties whose ordinary business includes uncollateralised stock lending provided that the aggregate exposure of the Company to any single counterparty shall not exceed 20 per cent. of the Net Asset Value;

 

(c) it will not take legal or management control of investments in its portfolio;

 

(d) it will not buy or sell commodities or commodity contracts or real estate or interests in real estate although it may purchase and sell securities which are secured by real estate or commodities and securities of companies which invest in or deal in real estate commodities;

 

(e) it will not invest or lend more than 20 per cent of its assets in securities of any one company or single issuer;

 

(f) it will not invest more than 35 per cent of its assets in securities not listed or quoted on any

recognised stock exchange;

 

(g) it will not invest in any company where the investment would result in the company holding more than 10 per cent. of the issued share capital of that company or any class of that share capital, unless that company constitutes a trading company (for the purposes or the relevant United Kingdom legislation) in which case the company may not make any investment that would result in its holding 50 per cent. or more of the issued share capital of that company or of any class of that share capital;

 

(h) it will not invest more than 5 per cent. of its assets in units of unit trusts or shares or other forms of participation in managed open-ended investment vehicles;

 

(i) the Company may use options, foreign exchange transactions on the forward market, futures and contracts for differences for the purpose of efficient portfolio management provided that:

 

(1) in the case of options, this is done on a covered basis;

 

(2) in the case of futures and forward foreign exchange transactions, the face value of all such contracts does not exceed 100 per cent. of the Net Asset Value of the Company; or

 

 (3) in the case of contracts for difference (including stock index future or options) the face value of all such contracts does not exceed 100 per cent. of Net Asset Value of the Company. None of these restrictions, however, require the realisation of any assets of the Company where any restriction is breached as a result of an event outside the control of the Investment Manager which occurs after the investment is made, but no further relevant assets may be acquired by the Company until the relevant restriction can again be complied with. In the event of any breach of these investment restrictions, the Board will as soon as practicable make an announcement on a Regulatory Information Service and subsequently write to Shareholders if appropriate; and

 

(j) the Company will ensure gearing does not exceed 20% of net assets.

 

CORPORATE GOVERNANCE

 

Introduction

The Board is accountable to shareholders for the governance of the company's affairs.  Paragraph 9.8.6 of the UK Listing Rules requires all listed companies to disclose how they have applied the principles and complied with the provisions of the 2008 Combined Code.  As an investment company, most of the Company's day-to-day responsibilities are delegated to third parties, the Company has no employees and the Directors are all non-executive.  Therefore, not all of the provisions of the 2008 Combined Code are directly applicable to the Company.

 

The Directors believe that during the year under review they have complied with the provisions of the Combined Code, insofar as they apply to the Company's business.

 

In May 2010, the FRC published the new UK Corporate Governance Code which applies to accounting periods commencing on or after 29th June 2010 and will therefore be applicable to the Company for the year ended 31st March 2012. 

 

Going Concern

In accordance with the Company's articles of association, the shareholders are to vote on the continuation of the Company at the Annual General Meeting in 2011. Accordingly a resolution that the Company should cease to continue as presently constituted has been included in the resolutions to be proposed at the general meeting.  While the outcome of the vote is uncertain and may result in the wind up of the Company, the Board, after making enquiries and bearing in mind the nature of Company's business and assets, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements.

 

The Board

The Board is comprised of six independent non-executive Directors including the Chairman Nigel Cayzer and one non-independent Director, Christopher Mills who is an employee of the Investment Manager.  Colin Hannaway resigned as a director on 31st December 2010 and John Grace was appointed as a director on 8th March 2011.  The Board does not consider it necessary to appoint a senior independent Director.  As it has no employees of its own, the Company does not have a Chief Executive.  The performance of the Company is considered in detail at each board meeting.  An evaluation of Directors' performance, their independence and the work of the Board as a whole and its committees is reviewed annually by the Nominations Committee.  The Directors also meet without the Chairman present in order to review his performance.  The Board considers that independence is not compromised by the length of tenure and that it has the appropriate balance of skills, experience, ages and length of service in the circumstances.  The majority of the Board is considered to be independent.

 

The Board meets at least four times each year and deals with the important aspects of the Company's affairs, including the setting and monitoring of the investment strategy and the review of investment performance. 

 

The Investment Manager takes decisions as to the purchase and sale of individual investments.  The Directors have access to the advice and services of the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.  Directors are able to have access to independent professional advice at the Company's expense if they judge it necessary to discharge their responsibilities as directors.  To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. 

 

The table below shows the number of Board meetings attended by each Director during the accounting year.

 

 

Director

Board meetings attended

(total 4)


Audit Committee meetings attended

(total 2)


Nomination Committee meetings attended

(total 2)

Mr. N. Cayzer

3


0


1

Mr. S. Cabessa

4


1


2

Mr. W. Chatila

3


2


1

Mr. R. Evans

4


2


2

Mr. C. Hannaway*

2


1


1

Mr. C. Mills

4


N/A


N/A

Mr. J. Radziwill

3


1


2

Mr. J. Grace**

1


N/A


N/A

                                                                                                                                   

*   resigned on 31 December 2010.

** appointed on 8 March 2011.

 

The biographical details for Directors currently in office are shown on page 3.

 

Re-election of Directors

The Articles of Incorporation provide that Directors are initially appointed until the following Annual General Meeting when, it is required that they be re-elected by shareholders.  John Grace who was appointed to the Board on 8 March 2011, will therefore seek re-election to the Board at the Annual General Meeting.  The Articles of Incorporation also provide that each year one-third of the Directors shall retire by rotation.  The retiring Directors will then be eligible for reappointment.  Accordingly, Sidney Cabessa will retire by rotation and, being eligible, seeks re-election to the Board at the Annual General Meeting.

 

Having served for more than nine years as non-executive directors and in accordance with the Code, Nigel Cayzer and Rupert Evans are also retiring and, being eligible, seek re-election to the Board.

 

In accordance with Listing Rule 15.2.13A, which requires Directors or members of the Manager to be subject to annual election, Christopher Mills is a member of the Investment Manager, and accordingly, is retiring and, being eligible, seeks re-election to the Board.

 

The Board continues to believe that Mr Cabessa, Mr Cayzer and Mr Evans are independent and that all Directors standing for re-election make an effective and valuable contribution to the Board.

 

Internal Controls

The Board is responsible for the Group's system of internal control and for reviewing its effectiveness, which was in place up to the date the accounts were signed.  The Board has regularly reviewed the effectiveness of the system of internal controls in place.  The Board believes that the key risks identified and implementation of the system to monitor and manage those risks, are appropriate to the Company's business as an investment company.  The ongoing risk assessment includes the monitoring of the financial, operational and compliance risks as well as an evaluation of the scope and quality of the system of internal control adopted by the third party service providers.  The Board regularly reviews the delegated services to ensure their continued competitiveness and effectiveness.  The system is designed to ensure regular

communication of the results of monitoring by the third parties to the Board and the incidence of any significant control failings or weaknesses that have been identified and the extent to which they have resulted in unforeseen outcomes or contingences that may have a material impact on the Group's performance or operations.  The Board believes that, although robust, the Group's system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. 

 

Any system can provide only reasonable and not absolute assurance against material misstatement or loss.  The Company does not have an internal audit function as it uses third party service providers and does not employ any staff, nor does the Board consider it appropriate to do so.

 

Board Committees

 

Audit Committee

 

The Audit Committee is chaired by Walid Chatila.  The Audit Committee is made up of the six wholly independent non-executive Directors, Walid Chatila, Nigel Cayzer, Rupert Evans, Sidney Cabessa, John Grace and John Radziwill.

 

The function of the Audit Committee is to ensure that the Company maintains the highest standards of integrity, financial reporting and internal control.  The Committee's terms of reference are available from the Company's website.  The Committee's main functions are:

 

·     To review and make recommendations to the Board on the appointment and remuneration of the Company's auditor, the scope of the audit, any questions of resignation or dismissal of the auditor and to approve the auditor remuneration and terms of engagement;

·     To discuss with the auditor the nature and scope of the audit and to keep under review such scope and its cost effectiveness;

·     To review and monitor the integrity of the Company's half-year and annual accounts and any other financial information published by the Company; and

·     To ensure that the internal control systems of the Company's service providers are adequate;

·     To consider annually whether there is a need for the company to have its own audit function.

 

The Audit Committee met with KPMG Channel Islands Limited, the Company's external auditor once during the year to review the Annual Financial Statements.  The Audit Committee may meet more frequently if the Audit Committee deems necessary or if required by the Company's Auditor.

 

The Audit Committee receive each year a report from the Auditor which includes any matters which the Auditor consider to bear on their independence and which require disclosure to the Company.  The Audit Committee is satisfied that KPMG Channel Islands Limited has adequate policies and safeguards in place to ensure that auditor objectivity and independence is maintained. 

 

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference.  It is authorised to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.  The Board on an ongoing basis evaluates its own effectiveness, the effectiveness of its Committees and the division of responsibilities between the Board and the Investment Manager.

 

Nomination Committee

A Nomination Committee has been established, comprising of all of the independent non-executive directors. The Nominations Committee is chaired by Nigel Cayzer.  The Nomination Committee meets annually to evaluate the effectiveness of the Board and its Committees and to evaluate the balance of skills, knowledge and experience on the Board and the division of responsibilities between the Board and the Investment Manager.  The Nominations Committee also meets as and when appropriate to replace Directors who retire from the Board, leading the process for Board appointments and making recommendations to the Board. 

 

The Board has not deemed it necessary to appoint a Remuneration Committee as, being comprised of a majority of wholly independent Directors; the whole Board considers these matters on an ongoing basis. 

 

Shareholders

The Board monitors the trading activity and shareholder profile on a regular basis and maintains contact with the Company's principal market makers to ascertain the views of shareholders.  Shareholder sentiment is also ascertained by the careful monitoring of the discount/premium that the shares are traded in the market against the NAV per share, when compared to the discounts experienced by the Company's peer group.  Major shareholders are contacted directly on a regular basis, and shareholders are invited to attend the Company's Annual General Meeting in person and ask questions of the Board of Directors and Investment Manager.

 

The Company reports to shareholders twice a year and a proxy voting card is sent to shareholders with the Annual report and consolidated Financial Statements.  The Registrar monitors the voting of the shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting.  Shareholders may also contact the Directors via the Company Secretary.

 

Litigation

The Company is not engaged in any litigation or claim of material importance, nor, so far as the Directors are aware, is any litigation or claim of material importance pending or threatened against the Company.

 

Internal and Financial Reporting

The Board is responsible for establishing, maintaining and reviewing the effectiveness of the Company's system of internal control.  Internal control systems are designed to meet the particular needs of the Company and the risks to which it is exposed, and by their very nature provide reasonable, but not absolute, assurance against material misstatement or loss.  The key procedures which have been established to provide effective internal controls are as follows:

·     BNP Paribas Fund Services (Guernsey) Limited is responsible for the provision of administration and company secretarial duties;

·     The duties of investment management, accounting and the custody of assets are segregated.  The procedures are designed to compliment one another;

·     The non-executive Directors of the Company clearly define the duties and responsibilities of their agents and advisers in the terms of their contracts; and

·     The Board reviews financial information produced by the Investment Manager on a regular basis.

 

Directors' Responsibilities

The Directors are responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards and applicable law. 

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. 

In preparing these financial statements, the directors are required to:

 

(a)  select suitable accounting policies and then apply them consistently;

 

(b)  make judgements and estimates that are reasonable and prudent;

 

(c)  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

 

(d)  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements

comply with the Companies (Guernsey) Law, 2008.  They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. 

Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report (including a business review) and Corporate Governance Statement that comply with these laws and regulations.

 

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

 

(a)  the financial statements, prepared in accordance with the applicable set of accounting standards,

give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group

included in the consolidation taken as a whole; and

(b)  the Chairman's Statement and Report of the Directors include a fair review of the development

and performance of the business and the position of the Group included in the consolidation taken

as a whole together with a description of the principal risks and uncertainties that it faces.

 

Dividend Policy

To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Authorities and the requirements of the Companies (Guernsey) Law, 2008, as amended.  The Directors do not propose payment of a dividend (2010 - Nil).

 

Results

The results for the year are set out on page 20. 

 

Capital Values

At 31 March 2011 the value of net assets available to Shareholders was £55,881,895 (2010 - £50,038,003) and the Net Asset Value per share was £2.72 (2010 - £2.22).

 

Directors

Mr. C. Hannaway resigned on 31 December 2010 and Mr. J. Grace was appointed on 8 March 2011.  The remainder of Directors listed on page 3 served throughout the year.

 

In accordance with Article 76 of the Articles of Incorporation of the Company, Mr. N. Cayzer, Mr. C. Mills, Mr. R. Evans, Mr. J. Radziwill resigned from the Board of Directors on 20 August 2010 at the Annual General Meeting, and were re-appointed to the Board of Directors at the same time.

 

Certain Directors have an interest in the Company by way of their investment in the shares of the Company.  The details of these interests, at 31 March 2011 and the date of the report are as follows:

 

Directors' Investments

Christopher Mills holds a beneficial interest of 328,716 Ordinary Shares.

John Radziwill is a Director of a fund, held by his family trust, that holds 419,000 Ordinary shares and which is managed by an independent fund manager.

John Grace holds a beneficial interest of 130,000 Ordinary SharesMr Grace is also a member of a class of beneficiaries which holds an interest in 358,607 Ordinary Shares.

 

No other Directors had a beneficial or non-beneficial interest in the Company during the year under review.

 

Directors' Interests

1.   Christopher Mills is a principal shareholder and Director of JO Hambro Capital Management (Holdings) Limited, which in turn holds 100% of issued share capital in North Atlantic Value LLP, the Manager and Investment Adviser.  The Investment Manager is entitled to fees as detailed in notes 5 and 6.

2.   Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.

3.   There are no Directors' service contracts with the Company.

 

Investment Manager

Pursuant to the Management Agreement dated 14 May 2002, which was novated on 29 December 2003, North Atlantic Value LLP provides management services to the Company.  The principal contents of the investment management agreement are disclosed in note 5 to these consolidated Financial Statements.  The Management Agreement continues unless terminated by either party on not less than twelve months notice, in writing or may be terminated forthwith as a result of a material breach of the agreement or the insolvency of either party.  No compensation is payable on termination of the Agreement.  The Board reviews the performance of the Manager, who carries out the investment decisions for and on behalf of the Company.  In

the opinion of the Directors, the continued appointment of the current Investment Manager on the terms agreed is in the interests of the Company's shareholders as a whole.  The Manager has wide experience in managing and administering investment companies.

 

Significant Shareholdings

As at the date of reporting, the Directors are aware of the following shareholdings, which represent a beneficial interest of 3% or more of the issued share capital of the Company:

 

Shareholder

Number of Ordinary Shares

Percentage (%)




NASCIT

7,106,284

34.56

BNY (OCS) Nominees Limited

2,060,868

10.02

Chase Nominees Limited

1,523,111

7.40

Nortrust Nominees Ltd

1,440,180

7.00

Hussain Al Nouwais

1,150,000

5.59




 

Notice of Shareholdings

On 16th June 2010 there was a notification received from Lloyds Banking Group Plc in order to reduce it's number of Ordinary Shares to zero.

 

Post Year End Events

There have been no significant post year end events.

 

Secretary

The Secretary as at 31 March 2011, BNP Paribas Fund Services (Guernsey) Limited, has been in office since their appointment on 1 April 2007.

 

Broker

The Board of Oryx International Growth Fund Limited announced on 19th November 2010 the appointment of Westhouse Securities Limited as the Company's financial adviser and broker to replace Arbuthnot Securities Ltd with immediate effect.

 

Disclosure of Information to the Auditor

The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as

they are each aware:

 

(a)  there is no relevant audit information of which the Company's auditor is unaware; and

 

(b)  each Director has taken all the steps that he ought to have taken as a Director to make

himself aware of any relevant audit information and to establish that the Company's auditor is

aware of that information.

 

Auditors

KPMG Channel Islands Limited has expressed its willingness to continue in office as the Company's Auditor and a resolution proposing its re-appointment will be submitted at the Annual General Meeting.

 

BY ORDER OF THE BOARD

Director:  Walid Chatila

Director: Rupert Evans

30 June 2011

30 June 2011

 

 

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED

 

We have audited the consolidated financial statements (the 'financial statements') of Oryx International Growth Fund Limited (the 'Company') and its subsidiaries (together, the 'Group') for the year ended 31 March 2011 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes.  The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the EU.

 

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of directors and auditor

 

As explained more fully in the Statement of Directors' Responsibilities set out on pages 15 and 16, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

 

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on financial statements

 

In our opinion the financial statements:

 

·     give a true and fair view of the state of the Group's affairs as at 31 March 2011  and of its result for the year then ended;

·    are in accordance with International Financial Reporting Standards as adopted by the EU; and

·     comply with the Companies (Guernsey) Law, 2008.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law 2008 requires us to report to you if, in our opinion:

·     the Company has not kept proper accounting records, or

·     the financial statements are not in agreement with the accounting records; or

·     we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

 

 

We have nothing to report with respect to the following:

 

Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the June 2008 Combined Code specified for our review.

 

 

 

 

Dermot Dempsey

for and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

30 June 2011

The maintenance and integrity of the Oryx International Growth Fund Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements or auditreport since they were initially presented on the website.

 

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2011, expressed in £ sterling

 









 2011

2010



Notes

£

£

Income





Interest


3

311,423

451,310

Dividends


4

879,884

1,766,236

Other Income



48,886

-




1,240,193

2,217,546






Realised losses on investments


11

(3,369,053)

(1,480,675)

 

Unrealised gain on revaluation of investments


 

11

 

12,904,723

 

13,432,513

Gain/(loss) on foreign currency translation



129,818

 (18,297)






Income from investments



10,905,681

14,151,087






Expenses





Management and investment adviser's fee


5

577,525

523,255

Performance fee


6

100,000

-

Custodian fees


7

17,317

17,894

Administration fees


8

55,120

51,496

Registrar and transfer agent fees



14,973

14,763

Transaction costs



164,589

132,580

Directors' fees and expenses


9

130,451

132,580

Audit fees



31,260

36,500

Insurance



9,637

10,500

Legal and professional fees



218,226

225,544

Other expenses



142,562

492,593






Total expenses



1,461,660

1,637,705






Net income for the year before taxation



9,444,021

12,513,382






Withholding tax on dividends



111,532

275,063






Net income for the year



9,332,489

12,238,319






Income per share - basic and diluted:





Ordinary


17

£0.44

£0.54






 

 

 

 

 

 

All items in the above statement are derived from continuing operations.

                                                                   

 

The accompanying notes on pages 24 to 40 form an integral part of these financial statements.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2011, expressed in £ sterling

 




2011

2010



Notes

£

£






Non-current assets





Listed investments designated at fair value through profit or loss (Cost - £57,324,121: 2010 - £65,081,145)


 

11

 

44,948,567

 

39,996,704

Unlisted investments designated at fair value through profit or loss (Cost - £6,462,434: 2010 - £8,306,047)


 

11

 

9,518,017

 

11,165,794




54,466,584

51,162,498

Current assets





Other receivables



75,185

102,333

Dividends and interest receivable



24

173,230

Amounts due from brokers



1,024,781

12,687

Cash and cash equivalents



880,745

195,000




1,980,735

483,250






Total assets



56,447,319

51,645,748






Current liabilities





Overdraft



-

1,116,352

Amounts due to brokers



-

34,632

Other payables and accrued expenses



565,424

456,761




565,424

1,607,745






Net assets



55,881,895

50,038,003






Shareholders' equity





Called up share capital


12

10,280,385

11,252,912

Share premium


12

42,696,509

42,696,509

Capital redemption reserve



1,246,500

1,246,500

Other reserves


13

1,658,501

(5,157,918)

Total equity shareholders' funds



55,881,895

50,038,003






Net Asset Value per Share - basic and diluted


17

£2.72

£2.22

 

 

The consolidated financial statements on pages 20 to 40 were approved by the Board of Directors on 30  June 2011 and are signed on its behalf by:

 

 

 

 

                                                                                     

Director:  Walid Chatila                                                 Director:  Rupert Evans

 

The accompanying notes on pages 24 to 40 form an integral part of these financial statements.     

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2011, expressed in £ sterling

 


Notes

Share Capital

Share Premium

Capital redemption reserve

Other reserves

Total



£

£

£

£

£








Balance at 1 April 2010


11,252,912

42,696,509

1,246,500

(5,157,918)

50,038,003








Total Comprehensive Income




For the Year



-


-


-

9,332,489

9,332,489








Transactions with owners,







recorded directly in equity







Contributions, redemptions and distributions to shareholders







- Cancellation of shares

12,13

(972,527)

-

-

(2,516,070)

(3,488,597)

Total transactions with owners


(972,527)

-

 

-

(2,516,070)

(3,488,597)








Balance at 31 March 2011


10,280,385

42,696,509

1,246,500

1,658,501

55,881,895

 

 


Notes

Share Capital

Share Premium

Capital redemption reserve

Other reserves

Total



£

£

£

£

£








Balance at 1 April 2009


11,888,325

42,696,509

1,246,500

(16,066,313)

39,765,021








Total Comprehensive Income







For the Year


-

-


-

12,238,319

12,238,319








Transactions with owners,







recorded directly in equity







Contributions, redemptions and distributions to shareholders







- Cancellation of shares

12,13

(635,413)

-

-

(1,329,924)

(1,965,337)

Total transactions with owners


(635,413)

-

-

(1,329,924)

(1,965,337)








Balance at 31 March 2010


11,252,912

42,696,509


1,246,500

(5,157,918)

50,038,003

 

 

 

 

 

 

 

 

 

The accompanying notes on pages 24 to 40 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2011, expressed in £ sterling

 




2011

2010



Notes

£

£






Net cash inflow from operating activities


 

15

 

5,160,876

 

156,185





Financing Activities





Cancellation of shares



(3,488,597)

(1,965,337)

Proceeds of borrowings



990,000

-

Repayment of borrowings



(990,000)

-

Bank overdraft (repaid)/drawn down



(1,116,352)

1,116,352

Cash outflow from financing activities



(4,604,949)

(848,985)











Net increase/(decrease) in cash and cash equivalents



 

555,927

 

(692,800)






Cash and cash equivalents at beginning of year



195,000

906,097

Effect of exchange rate fluctuations on cash and cash equivalents



 

129,818

 

(18,297)






Cash and cash equivalents at end of year



880,745

195,000

 

 

 

 

 

 

The accompanying notes on pages 24 to 40 form an integral part of these financial statements.     

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.   General

 

Oryx International Growth Fund Limited (the "Company") was incorporated in Guernsey on 2 December 1994 and commenced activities on 3 March 1995.  The Company was listed on the London Stock Exchange on 3 March 1995.

 

The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.

 

The investment activities of the Company are managed by North Atlantic Value LLP ('the Investment Manager') and the administration of the Company is delegated to BNP Paribas Fund Services (Guernsey) Limited ('the Administrator').

 

The Group comprises the parent Company, Oryx, and its wholly owned subsidiaries Baltimore plc and American Opportunity Trust plc. 

 

The Annual Report and Circular will be available to view and download at the Company's website www.oryxinternationalgrowthfund.co.uk and copies may also be obtained from the Company's registered office at BNP Paribas House, 1 St Julian's Avenue, St Peter Port, Guernsey GY1 1WA.

 

 

2.    Accounting Policies

 

Basis of Preparation

The consolidated financial statements of the Group, which give a true and fair view have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the EU. This comprises of standards and interpretations approved by the International Accounting Standards Board (the "IASB"), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect and comply with the Companies (Guernsey) Law, 2008.

 

The financial statements have been prepared on the going concern basis (refer to note 23).

 

The consolidated financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The principal accounting policies are set out below.

 

Use of estimates and judgements

The preparation of consolidated financial statements in accordance with IFRS adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates. Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the consolidated statement of financial position date. The manager reviews sector and market information and the circumstances of the investee company to determine if the valuation adopted at the consolidated statement of financial position date remains the best indicator of fair value.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

 

Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are set out in Note 2(b).

 

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 March 2011, and have not been applied in preparing these financial statements. None of these will have an effect on the financial statements of the Group, with the exception of the following:

 

IFRS 9 Financial Instruments, published on 12 November 2009 as part of phase I of the IASB's comprehensive project to replace IAS 39, deals with classification and measurement of financial assets. The requirements of this standard represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables. For an investment in an equity instrument which is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss at a later date. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which an entity does not elect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss.

 

The standard requires that derivatives embedded in contracts with a host that is a financial asset within the scope of the standard are not separated; instead the hybrid financial instrument is assessed in its entirety as to whether it should be measured at amortised cost or fair value.

 

IFRS 10 - Consolidated Financial Statements, IFRS 12 - Disclosure of Interests in Other Entities, IFRS 13 - Fair Value Measurements were issued by the IASB in May 2011.

 

All of these standards are effective for annual periods beginning on or after 1 January 2013. The Group is currently in the process of assessing the impact, if any, of these standards on the Group's financial statements.

 

Adoptions of new standards

The following new standards and amendments are mandatory for the financial year beginning 1 January 2010.

 

IAS 27, 'Consolidated and Separate Financial Statements' - A revised version of IAS 27 was issued in May 2010. The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. IAS 27 (revised) has had no impact on the current period, as none of the non-controlling interests have a deficit balance; there have been no transactions whereby an interest in an entity is retained after the loss of control of that entity.

 

'Improvements to IFRS' (issued in May 2010) - The Improvements project contains numerous amendments to IFRS that the IASB considers non-urgent but necessary. 'Improvements to IFRS' comprise amendments that result in accounting changes for presentation, recognition or measurement purposes, as well as terminology or editorial amendments related to a variety of individual IFRS standards. Most of the amendments are effective for annual periods beginning on or after 1 January 2010. No material changes to accounting policies arose as a result of these amendments.

 

Amendments to IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items - The amendments did not have a significant impact on the Group's financial statements.

 

a)          Income Recognition

Dividend income is recognised when the right to receive income is established. Usually this is the ex-dividend date for equity securities.  Deposit interest is accrued on a day-to-day basis.  Loan interest is accounted for using the effective interest method.  All income is shown gross of any applicable withholding tax.

 

b)         Investments

             Classification

 

All investments of the Company, together with its subsidiaries ('the Group'), are designated into the financial assets at fair value through profit or loss category.  The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Group's documented investment strategy.  Therefore the Directors consider that this is the most appropriate classification.

 

This category comprises financial instruments designated at fair value though profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold.  These are principally investments in listed and unlisted equities.

 

Fair value measurement principles

 

Financial instruments are measured initially at fair value being the transaction price.  Subsequent to initial recognition on trade date, all instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income.  Transaction costs are separately disclosed in the Statement of Comprehensive Income.

 

Listed investments have been valued at the bid market price ruling at the Statement of Financial Position date.  In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the Consolidated Statement of Financial Position date, the bid market or closing price on the preceding business day.

 

Fair Value of unlisted investments are derived in accordance with the International Private Equity and Venture Capital Association (IPEVCA) guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples, recent transactions and the net asset basis.  Cost is considered appropriate for early stage investments.  The relevance of this methodology can be eroded over time and in these cases the carrying values will be adjusted to reflect fair value. 

 

For certain of the Group's financial instruments, including cash and cash equivalents, interest and dividends and interest receivable and amounts due to and from broker, the carrying amounts approximate fair value due to their immediate or short-term maturity.

 

Derecognition of financial assets occur when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

 

 

Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering market participant assumptions, IFRS 7 establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3).  The three levels of the value hierarchy are as follows. 

 

Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

 

Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

 

Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within note 2 to the financial statements.

 

c)         Other receivables

 

Other receivables do not carry any interest and are short term in nature and are accordingly stated at their amortised cost as reduced by appropriate allowances for impairment.

 

d)         Cash and cash equivalents

 

Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.

 

e)         Other Payables and Accrued Expenses

 

Other payables and accrued expenses are not interest bearing and are stated at their amortised cost.

 

f)          Foreign Currency Translation

 

Items included in the Group's financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency").  This is the pound sterling which reflects the Group's primary activity of investing in sterling securities.  The Group's shares are also issued in sterling.

 

Foreign currency assets and liabilities have been translated at the exchange rates ruling at the Consolidated Statement of Financial Position date.  Transactions in foreign currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the transaction.  Realised and unrealised gains and losses on currency translation are recognised in the Consolidated Statement of Comprehensive Income.

 

g)          Realised and Unrealised Gains and Losses

 

Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in the Consolidated Statement of Comprehensive Income.  Unrealised gains and losses arising on investments held at the Consolidated Statement of Financial Position date are also included in the Consolidated Statement of Comprehensive Income.

 

h)         Financial Liabilities

 

All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable.  After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost.  Any difference between cost and redemption value has been recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.

 

Financial liabilities are derecognised from the Consolidated Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.

 

i)          Equity

 

Share Capital represents the nominal value of equity shares.

 

Share Premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. Share premium is debited for the excess of redemption price over par value of shares.

 

Other Reserves and the Capital Redemption Reserve include all current and prior results as disclosed in the Consolidated Statement of Comprehensive Income. Other Reserves also includes the deduction for the excess of consideration paid over nominal value on share buy-backs.

 

j)         Expenses

 

Expenses are recognised in the consolidated Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred. 

 

k)          Consolidation

 

These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings, Baltimore plc and American Opportunity Trust PLC, both UK registered. Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. 

 

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All intra-group balances and transactions are eliminated in full in preparing the consolidated financial statements.

 

Baltimore plc liquidated on 21st March 2011.

 

l)          Operating Segments

 

IFRS 8 'Operating segments' requires a 'management approach', under which segment information is presented on the same basis as that used for internal reporting purposes.

 

The Board has considered the requirements of IFRS 8 'Operating Segments', and is of the view that the Company and its subsidiaries are engaged in a single segment of business, being investment in small and mid-sized companies. The Board, as a whole, has been determined as constituting the chief operating decision maker of the Group, The key measure of performance used by the Board to assess the Group's performance and to allocate resources is the total return on the Group's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements. The Board of Directors is charged with setting the Group's investment strategy in accordance with the Prospectus.

They have delegated the day to day implementation of this strategy to its Investment Adviser but retain responsibility to ensure that adequate resources of the Group are directed in accordance with their decisions. The Investment decisions of the Investment Adviser are reviewed on a regular basis to ensure compliance with me policies and legal responsibilities of the Board. The Investment Adviser has been given full authority to act on behalf of the Group, including the authority to purchase and sell securities and other Investments on behalf of the Group and to carry out other actions as appropriate to give effect thereto, Whilst the Investment Adviser may make the investment decisions on a day to day basis re the allocation of funds to different Investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Adviser, The Board therefore retains full responsibility as the major allocations decisions made on an ongoing basis, The Investment Adviser will always act in accordance with the Investment Policy and Investment restrictions set out In the Group's latest Prospectus which cannot be radically changed without the approval of the Board of Directors or where relevant, Shareholders.

 

3.   Interest Income

 


2011

2010


£

£

Interest on bank deposits

-

31,341

Interest on fixed income investments designated at fair value through profit and loss

 

311,423

 

419,969


311,423

451,310

 

4.   Dividends

 


2011

2010


£

£

Dividend income

879,884

1,766,236


879,884

1,766,236

 

5.   Management and Investment Adviser's Fee

 

North Atlantic Value LLP, the Manager and Investment Adviser, is entitled to a fee of 1.25% on the first £15 million of the Net Asset Value of the Company, and 1% of any excess, payable monthly in arrears.  The agreement can be terminated giving 12 months notice or immediately should the Manager be placed into receivership or liquidation.  The Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination.  At 31 March 2011 an amount of £202,563 payable to the Manager (2010 - £134,413) was included in other payables and accrued expenses. 

 

6.   Performance Fee

 

In 2005 the Investment Manager agreed to waive its right to exercise management options to subscribe for ordinary shares in exchange for a discretionary bonus of £100,000 if the Company outperforms in any calendar year.  The Investment Adviser requested that a payment of £100,000 be paid to North Atlantic Value LLP in respect of the performance of the Company during the year ended 2011 (2010: nil) in light of the fact that the Company had outperformed the FTSE Small Cap Index by 7.5% in NAV and 12% in share price. 

 

This payment was approved by the board and the disclosure is made in accordance with Listing Rule 11.1.10.

 

7.   Custodian Fee

 

BNP Paribas Fund Services (Guernsey) Limited was appointed as Custodian on 1 April 2007 and is entitled to an annual safekeeping fee based upon the value of investments held plus transactions fees, subject to a minimum of £4,000 per annum.  At 31 March 2011 an amount of £2,905 payable to the custodian (2010 - £1,475) was included in other payables and accrued expenses.

 

8.   Administration Fees

 

BNP Paribas Fund Services (Guernsey) Limited was appointed as Secretary and Administrator on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first £20 million, 0.10% on the next £20 million and 0.075% of any excess of the Gross Assets, subject to a minimum of £50,000 per annum.  At 31 March 2011 an amount of £9,546 payable to the administrator (2010 - £4,460) was included in other payables and accrued expenses.

 

9.   Directors' Fees and Expenses

 

With the exception of the Chairman, who is entitled to a fee of £25,000 per annum, each Director is entitled to £18,000 per annum from the Company.  In addition, all Directors are entitled to

reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company.

 

10. Taxation

 

The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989.  As such, the Company is only liable to pay a fixed annual fee, currently £600.

 

11. Investments at Fair Value Through Profit and Loss

 


2011

2010


£

£

Cost at beginning of year

73,387,192

74,189,757

Additions

26,740,038

26,561,718

Disposals

(32,971,622)

(25,883,608)

Realised losses on investments

(3,369,053)

(1,480,675)

Cost at end of year

63,786,555

73,387,192

Unrealised loss on investments

(9,319,971)

(22,224,694)

Market Value at end of the year

54,466,584

51,162,498

 

Representing:


2011

2010


£

£

Listed Equities

44,388,567

39,484,704

Listed Fixed Income

560,000

512,000

Unlisted Fixed Income

-

2,949,907

Unlisted Warrants

-

269,608

Unlisted Equities

9,518,017

7,946,279


54,466,584

51,162,498

 

12. Share Capital and Share Premium

 

a)          Authorised Share Capital






Number of Shares


£

Authorised:








Ordinary shares of 50p each





90,000,000


45,000,000

 

b)         Ordinary Shares Issued - 1 April 2010 to 31 March 2011

 

Ordinary Shares of 50p each


Number of Shares


Share Capital

£


Share Premium

£

At 1 April 2010


22,505,823


11,252,912


42,696,509

Cancellation of shares


(1,945,054)


(972,527)


-

At 31 March 2011


20,560,769


10,280,385


42,696,509

 

Ordinary Shares Issued - 1 April 2009 to 31 March 2010

 

Ordinary Shares of 50p each


Number of Shares


Share Capital

£


Share Premium

£

At 1 April 2009


23,776,649


11,888,325


42,696,509

Cancellation of shares


(1,270,826)


(635,413)


-

At 31 March 2010


22,505,823


11,252,912


42,696,509

 

13. Other reserves

 



31 March

2010

£


Movement

 

£


31 March

2011

£

Net investment income


2,332,432


(332,999)


1,999,433

Realised loss on investments


22,491,290


(3,369,053)


19,122,237

Loss on foreign currency transactions


(902,669)


129,818


(772,851)

Unrealised gain on revaluation of investments held


 

(22,224,694)


 

12,904,723


 

(9,319,971)

Repurchase of ordinary shares


(5,525,387)


(2,516,070)


(8,041,457)

Repurchase of warrants


(8,179)


-


(8,179)

Discount on repurchase of Convertible Loan Stock


 

(1,320,711)


 

-


 

(1,320,711)



(5,157,918)


6,816,419


1,658,501

 

14. Share Buybacks

 

      Between 18 June 2010 and 15 December 2010, the Company carried out 6 share buybacks, resulting in a

      total reduction of 1,945,054 shares for a cost of £3,488,597.  These shares were subsequently cancelled.

 

15.  Cash Flows from Operating Activities

          





 2011


2010





£


£

Net income for the year




9,332,489


12,238,319








Realised losses on investments




3,369,053


1,480,675

 

Unrealised gain on revaluation of investments




 

(12,904,723)


 

(13,432,513)

Gain/(loss) on foreign currency translation




(129,818)


18,297





(9,665,488)


(11,933,541)








Purchase of investments




(26,774,670)


(26,543,064)

Proceeds from sale of investments




31,959,528


25,873,952





5,184,858


(669,112)








 

Decrease in dividends and interest receivable




 

173,206


 

145,646

Decrease in debtors




27,148


266,532

Increase in other accruals and payables.




 108,663 


            108,341





309,017


520,519





5,160,876


156,185

 

 

16.  Reconciliation of Net Asset Value to Published Net Asset Value

            





 2011


2010


 

Ordinary Shares




£

£ per share

£

£ per share

Published Net Asset Value




57,067,877

2.77

51,262,157

2.27

Unrealised loss on revaluation of investments at bid / mid price (ref note (a) below)




 

 

 

(1,036,982)

 

 

 

(0.05)

 

 

 

(1,173,154)

 

 

 

(0.05)

Reduction in value of Subsidiary (b)




(49,000)

(0.00)

(51,000)

(0.00)

Performance fee accrual




(100,000)

(0.00)

-

-

Net Asset Value attributable to shareholders




 

55,881,895

 

2.72

 

50,038,003

 

2.22









 

(a)  In accordance with International Financial Reporting Standards, as adopted by the European Union, the Group's long investments have been valued at bid price in the Consolidated Financial Statements.  However, in accordance with the Group's principal documents the Net Asset Value reported each month reflects the investments being valued at the closing, last or mid-market (as the Directors in all circumstances consider appropriate) price as notified to the Group on the valuation day by a member of the stock exchange concerned.  Certain investments remain at fair value as determined in good faith by the Directors.

 

(b)  The financial year end of the subsidiary is 31 December 2010.  In preparing the March 2011 financial statements the December 2010 balances were used as they were not materially different to that of March 2011.  The Directors believe it is unnecessary to change the year end of Baltimore as it wound up prior to the year ending 31 March 2011.

 

17.  Earnings per Share and Net Asset Value per Share

 

The calculation of basic earnings per share for the Ordinary Share is based on net income of £9,332,489 (2010 - net income £12,238,319) and the weighted average number of shares in issue during the year of 21,082,441 shares (2010 - 22,855,527 shares).  At 31 March 2011 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.

 

The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of  £55,881,895 (2010 - £50,038,003) and the number of shares in issue at the year end of 20,560,769 shares (2010 - 22,505,825 shares).  At 31 March 2011 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.

 

18.  Segment Information

 

Information on realised gains and losses derived from sales of investments are disclosed in Note 10 to the consolidated financial statements.

 

The Company is domiciled in Guernsey. All of the Company's income from investments is from underlying funds that are incorporated in countries other than Guernsey.

 

The geographical breakdown of the Company's investment portfolio is set out on pages 8 and 9.

 

The Company has no non-financial assets classified as non-current assets.

 

The company has a highly diversified portfolio of investments and, except as disclosed in the Investment Adviser's report on page 5, no single investment accounts for more than 10% of the Company's income.

 

The Company also has a highly diversified shareholder population.

 

19.  Financial Instruments and Risk Profile

 

An explanation of the Group's financial risk management objectives, policies and strategy can be found in the Directors' Report on pages 10 to 17.

 

The Group's financial instruments comprise its investment portfolio (see pages 8 and 9), cash balances and amounts due from brokers and amounts due to brokers that arise directly from its operations.  Note 2 sets out the accounting policies, including criteria for recognition and the basis for measurement, applied to significant financial instruments. Note 2 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised.

 

The Group's financial assets comprise fixed and equity investments, trade receivables and cash balances.

 

The Group finances its investment activities through the Group's Ordinary Share capital, reserves and borrowings.  The Group's financial liabilities comprise trade payables and the loan facility.

 

The main risks arising from the Company's financial instruments are:

(i)         market risk, including currency risk, interest rate risk and other price risk;

(ii)        liquidity risk; and

(iii)       credit risk

The Company Secretary, in close cooperation with the Board of Directors and the Investment Manager, coordinates the Group's risk management.  The policies for managing each of these risks are summarised below and have been applied throughout the year.

 

(i)         Market risk

The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks, which  have remained substantially unchanged from those applied in the year ended 31 March 2010. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.

             Currency risk

The functional and presentational currency of the Group is Sterling and, therefore, the Group's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars, New Zealand Dollars and Euros.  The Investment Manager monitors the Group's exposure to foreign currencies and reports to the board on a regular basis.  The Investment Manager measures the risk to the Group of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Group's assets, liabilities, income and expenses are exposed.

Income denominated in foreign currencies is converted to Sterling on receipt.

 

At 31 March 2011 the currency cash flow profile of those financial assets and liabilities was:

 


GBP

USD

EUR

NZD

Total


£

£

£

£

£

Non current investments at fair value through profit or loss

43,515,830

4,966,976

2,224,643

3,759,135

54,466,584







Amounts due from brokers

1,024,781

-

-

-

1,024,781







Dividends and interest receivable

24

-

-

-

24







Other receivables

11,700

63,485

-

-

75,185







Cash and cash equivalents

880,729

16

-

-

880,745







Amounts due to brokers

-

-

-

-

-







Other payables and accrued expenses

 

(565,424)

 

-

 

-

 

-

 

(565,424)







Total net foreign currency exposure

 

44,867,640

 

5,030,477

 

2,224,643

 

3,759,135

 

55,881,895

 

At 31 March 2010 the currency cash flow profile of those financial assets and liabilities was:


GBP

USD

EUR

CAD

Total


£

£

£

£

£

Non current investments at fair value through profit or loss

43,824,760

3,956,483

3,381,255

-

51,162,498







Amounts due from brokers

-

-

12,687

-

12,687







Dividends and interest receivable

173,230

-

-

-

173,230







Other receivables

35,243

67,090

-

-

102,333







Cash and cash equivalents

195,000

-

-

-

195,000







Amounts due to brokers

(34,632)

-

-

-

(34,632)







Other payables and accrued expenses

 (324,908)

 

(131,853)

-

-

(456,761)

 







Overdraft

(1,116,352)

-

-

-

(1,116,352)

Total net foreign currency exposure

 

42,752,341

 

3,891,720

 

3,393,942

 

-

 

50,038,003

 

Sensitivity analysis is based on the Group's monetary foreign currency instruments held at each balance sheet date.

If Sterling had weakened against the US Dollar by 10%, this would have increased the net assets by £558,942 (2010: £432,413) and reduced the net loss by £558,942 (2010: £432,413).

If Sterling had strengthened against the US Dollar by 10%, this would have decreased the net assets by £457,316 (2010: £353,793) and increased the net loss by £457,316 (2010: £353,793).

If Sterling had weakened against the Euro by 10%, this would have increased the net assets by £247,183 (2010: £377,105) and reduced the net loss by £247,183 (2010: £377,105).

If Sterling had strengthened against the Euro by 10%, this would have decreased the net assets by £202,240 (2010: £308,540) and increased the net loss by £202,240 (2010: £308,540).

If Sterling had weakened against the New Zealand Dollar by 10%, this would have increased the net assets by £417,682 (2010: Nil) and reduced the net loss by £417,682 (2010: £Nil).

If Sterling had strengthened against the New Zealand Dollar by 10%, this would have decreased the net assets by £341,740 (2010: Nil) and increased the net loss by £341,740 (2010: Nil).

 

Interest rate risk

Interest rate movements may affect:

·     the fair value of the investments in fixed rate securities (including unquoted preferred shares - page 9);

·     the level of income receivable on cash deposits;

·     the interest payable on the Group's variable rate borrowings.

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions and borrowings under the loan facility.  The Board reviews on a regular basis the values of the unquoted loans and preferred shares to companies in which private equity investment is made.  Interest rate risk is not significant to the Group.

Other price risk

Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Group's exposure to price risk comprises mainly of movements in the value of the Group's investments. As at the year-end, the spread of the Group's investment portfolio is analysed on pages 8 and 9.

The Board of Directors manages the market price risks inherent in the investment portfolios by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Group's objectives and is directly responsible for investment strategy and asset allocation.

 

The Group's exposure to other changes in market prices at 31 March 2011 on its investments was as follows:


2011

2010


£

£

Financial assets at fair value through profit or loss



- Non current investments at fair value through profit or loss

 

54,466,584

 

51,162,498




 

The following table illustrates the sensitivity of the profit and net assets to an increase or decrease of 10% in the fair values of the Group's investments. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Group's investments at each balance sheet date, with all other variables held constant.

 




2011

2010




Increase in fair value

Decrease in fair value

Increase in fair value

Decrease in fair value




£

£

£

£

Income statement







   Profit / (loss) for the year



5,446,658

(5,446,658)

5,116,250

(5,116,250)

  







Net assets



5,446,658

(5,446,658)

5,116,250

(5,116,250)

 

(ii) Liquidity risk

This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

The Group is faced with liquidity risk as the Group invests in unlisted equities and other investments that may not be readily realisable.

 

In accordance with the Group's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it. Details of the Group's debt instruments are disclosed on page 9. 

 

 

The table below shows the split of investments with maturity dates of less than a year and investments with no maturity date.

31 March 2011


Total



£

Less than 1 year


-

No maturity date


54,466,584



54,466,584

The Group's financial liabilities are due to mature within one year from the balance sheet date.

 

(iii) Credit risk

The Group does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Group's cash flows, should a default happen.  The Group's maximum credit risk exposure at the Consolidated Statement of Financial Position date is represented by the respective carrying amounts of the financial assets in the Consolidated Statement of Financial Position.

 

Fair value of financial assets and financial liabilities

The fair value for each class of financial assets and liabilities, compared with the corresponding amount in the statement of financial position were as follows:

 


2011

2010


Fair value

Carrying amount

Fair value

Carrying amount


£

£

£

£

Financial assets at fair value through profit or loss





- Non current assets

54,466,584

54,466,584

51,162,498

51,162,498

  





- Cash and cash equivalents

880,745

880,745

195,000

195,000






- Overdraft

-

-

(1,116,352)

(1,116,352)






- Amounts due from brokers

1,024,781

1,024,781

12,687

12,687






- Dividends and interest receivable

24

24

173,230

173,230






- Other receivables

75,185

75,185

102,333

102,333






- Amounts due to brokers

-

-

(34,632)

(34,632)






- Other payables and accrued expenses

(565,424)

(565,424)

(456,761)

(456,761)






 

Fair values are derived as follows:

- Where assets and liabilities are denominated in a foreign currency, they are converted into
    Sterling
using year-end rates of exchange.

- Financial assets (non current and held for trading) - as set out in the accounting policies on
    pages 28 to
30.

-    Cash and cash equivalents - at face value of the account.

Capital management policies and procedures

The Group's capital management objectives are:

- to ensure that the Group will be able to continue as a going concern, and

- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and long-term debt. The policy is that gearing should not exceed 20% of net assets.

 

The Group's capital at 31 March comprises:

 


2011

2010


£

£

Long-term Debt

-

-




Equity



Equity share capital

10,280,385

11,252,912

Retained earnings and other reserves

45,601,510

38,785,091


55,881,895

50,038,003

Long-term Debt as a  % of net assets

-

-

 

The Board, with the assistance of the Investment Manager monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

 

- the planned level of gearing, which takes account of the Investment Manager's views on the       market;

 

- the need to buy back equity shares for cancellation, which takes account of the difference between    the net asset value per share and the share price (i.e. the level of share price discount or premium);

 

- the need for new issues of equity shares; and

 

- the extent to which revenue in excess of that which is required to be distributed should be retained.

 

The Group's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.  The Company's information and analysis is not materially different to the Group.

 

20.  Fair Value hierarchy

 

Where an asset or liability's value is determined based on inputs from different levels of the hierarchy, the level in the fair value hierarchy assumed for the valuation assessment is the lowest level input significant to the fair value measurement in its entirety.

 

Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. The Company does not adjust the quoted price for these instruments.

 

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

 

Investments classified within level 3 have significant unobservable inputs. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. In respect of unquoted instruments, or where the market for a financial instrument is not active, fair value is established by using recognised valuation methodologies, in accordance with International Private Equity and Venture Capital ("IPEVC") Valuation Guidelines. New investments are initially carried at cost, for a limited period, being the price of the most recent investment in the investee company. In accordance with IPEVC Guidelines changes and events since the acquisition date are monitored to assess the impact on the fair value of the investment and the valuation derived from cost is adjusted if necessary. Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction.

 

The table below analyses financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy into which the fair value measurement is categorised.

 


Level 1

Level 2

Level 3

Total

31 March 2011





Financial assets at fair value





through profit or loss





Equity securities

44,388,567

-

8,092,683

52,481,250

Debt securities

560,000

-

1,425,334

1,985,334

Warrants

-

-

-

-


44,948,567

-

9,518,017

54,466,584

 

The following table summarises the changes in fair value of the Group's Level 3 investments for the year ended 31 March 2011.

 






Total

Balance at 1 April 2010





3,583,381

Net realised loss on investments





(11,225)

Unrealised gain on investments





(183,316)

Purchase of investments





378,158

Sale of investments





(3,098,065)

Level 3 transfers in





8,849,084

Level 3 transfers out





-

Balance at 31 March 2011





9,518,017

 

Level 3 transfers in refers to the changes in circumstances and valuation approach in respect of investments that were previously classified as level 2.  Valuations derived from reasonable alternate methods and assumptions would not generate amounts that are materially different from the valuations currently adopted.

 

21.  Related Parties

 

            The Investment Adviser is considered to be a related party.  The fees paid are included in the Consolidated Statement of Comprehensive Income.

 

At 31 March 2011 £302,563 included in other accruals and payables was payable to the Investment Adviser.

 

            The Directors are also considered to be related parties and their fees are disclosed in the Consolidated Statement of Comprehensive Income.

 

At 31 March 2011 £29,540 included in other accruals and payables was payable to the Directors.

 

            Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. As disclosed previously Christopher Mills is a principal shareholder and Director of JO Hambro Capital Management (Holdings) Limited, which in turn holds 100% of issued share capital in North Atlantic Value LLP, the Manager and Investment Adviser.

 

There were no transactions between the Company and its subsidiaries in the year and at 31 March 2011.

 

During the period, a loan agreement was entered in to between JO Hambro Capital Management (Holdings) Limited and Oryx International Growth Fund Limited.  The loan amounted to £990,000 upon execution of the agreement on 24th December 2010 and was repaid, including interest at a rate of 3%, on 2nd February 2011.

 

22.   Post Balance Sheet Events

           

            There were no Post Balance Sheet Events.

23.     Going Concern

 

In accordance with the Company's articles of association, the shareholders are to vote on the continuation of the Company at the Annual General Meeting in 2011. Accordingly a resolution that the Company should cease to continue as presently constituted has been included in the resolutions to be proposed at the general meeting.  While the outcome of the vote is uncertain and may result in the wind up of the Company, the Board, after making enquiries and bearing in mind the nature of Company's business and assets, have a reasonable expectation  that the Company has adequate resources to continue in operational existence for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements.

 

Enquiries:

 

BNP Paribas Fund Services (Guernsey) Limited                         01481 750850

Company Secretary

Sara Bourne / Madiha Loveless

 

Westhouse Securities Limited                                                     020 7601 6118

Alastair Moreton

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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